UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2020
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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(Address of Principal Executive Offices)
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Registrant’s telephone number, including area code: +44 (0) 1707-853-000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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The
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission
of Matters to a Vote of Security Holders.
On June 30, 2020, Mylan N.V. ("Mylan" or the "Company") held its annual general meeting of shareholders (the "AGM") to, among other things, (i) appoint two executive
directors and eleven non-executive directors, each for a term ending immediately after the next annual general meeting held after their appointment and (ii) approve, on an advisory basis, the compensation of the named executive officers of the
Company. The certified results of the matters voted on at the AGM were disclosed in Mylan's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2020 (the "AGM 8-K").
Based on subsequent discussions with a significant shareholder of the Company, Mylan has learned that, due to an error in transmission, that shareholder's final voting
instructions with respect to the voting items set forth above, which would have increased shareholder support for those voting items, were issued but not received prior to the specified cut-off time and therefore not reflected in the certified
results.
Mylan is providing the information below solely to accurately reflect the instructed vote by shareholders at the meeting.
Proposal No. 1* - Appointment of two
executive directors and eleven non-executive directors, each for a term ending immediately after the next annual general meeting held after their appointment:
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Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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Heather Bresch**
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392,020,138
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5,690,162
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6,160,809
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28,894,148
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Hon. Robert J. Cindrich
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393,818,255
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3,805,275
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6,247,578
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28,894,149
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Robert J. Coury
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392,922,513
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10,388,372
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560,226
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28,894,146
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JoEllen Lyons Dillon
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365,143,856
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32,423,907
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6,303,346
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28,894,148
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Neil Dimick, C.P.A.
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388,392,842
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9,156,326
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6,321,939
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28,894,150
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Melina Higgins
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374,659,689
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22,903,129
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6,308,292
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28,894,147
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Harry A. Korman
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393,987,947
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3,609,971
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6,273,191
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28,894,148
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Rajiv Malik**
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389,141,791
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8,514,820
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6,214,500
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28,894,146
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Richard Mark, C.P.A.
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394,841,624
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2,761,789
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6,267,697
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28,894,147
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Mark W. Parrish
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398,985,037
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4,383,559
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502,513
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28,894,148
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Pauline van der Meer Mohr
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381,301,889
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21,944,172
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625,046
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28,894,150
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Randall L. (Pete) Vanderveen, Ph.D.
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398,071,372
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5,169,409
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630,328
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28,894,148
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Sjoerd S. Vollebregt
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394,919,606
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2,666,875
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6,284,627
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28,894,149
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| ** Refers to an executive director. All other directors listed above are non-executive directors. | |||||||||
Proposal No. 2* – Approval, on an advisory basis, of the compensation of the
named executive officers of the Company:
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For
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Against
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Abstain
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Broker Non-Votes
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259,359,871
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143,588,114
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923,120
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28,894,152
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* Mylan is disclosing this information solely for informational purposes. The certified results as disclosed in the AGM 8-K remain unchanged.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| MYLAN N.V. | |||
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Date: July 24, 2020
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By:
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/s/ Kenneth S. Parks | |
| Kenneth S. Parks | |||
| Chief Financial Officer | |||